Retail Food Group Limited · ASX:RFG
Retail Food — Investor Presentation (March 2023)
33 slides from Retail Food's investor presentation, Mar 3, 2023
Slide 1: Investor Presentation
Investor Presentation 3 March 2023 Not for release to US wire services or distribution in the United States
Slide 2: Important Notice and Disclaimer
Important Notice and Disclaimer Page 1 of 3 The information contained in this presentation (Presentation) has been prepared by Retail Food Group Limited ACN 106 PAST PERFORMANCE 840 082 (RFG, the Company or Group) in connection with a capital raising, in the form of: Information on past performance
Slide 3: Important Notice and Disclaimer
Important Notice and Disclaimer Page 2 of 3 NOT AN OFFER DOCUMENT DISCLAIMER This Presentation does not, & should not be considered to, constitute or form part of any offer to sell, or solicitation of an The Company has appointed Shaw and Partners Limited and Petra Capital Pty Limited as Joint Lead
Slide 4: Important Notice and Disclaimer
Important Notice and Disclaimer Page 3 of 3 ELIGIBILITY FOR OFFER This document does not constitute an offer of New Shares in the Company in the placement in any jurisdiction in which it would be unlawful. In particular, this document may not distributed to any person and the shares may not be offer
Slide 5: Transaction overview
Transaction overview RFG is undertaking a $47.4m debt and equity recapitalisation to: 1. Reset and strengthen the Company’s balance sheet; and 2. Pursue core business and inorganic growth opportunities. $47.4m debt and equity recapitalisation Funding uses (‘Transaction’) Equity raise: $27.4m 01 Rese
Slide 6: Strong group wide results continue & turnaround progressed via ACCC resolution
Strong group wide results continue & turnaround progressed via ACCC resolution ✓ Expect FY23 Underlying EBITDA1 to be at the mid to upper end of the guidance range − FY23 Underlying EBITDA guidance of $26.0m to $29.0m2. − Strong 1H23 results across both domestic franchise network and international d
Slide 7: Strong group wide results continue & turnaround progressed via ACCC resolution
Strong group wide results continue & turnaround progressed via ACCC resolution ✓ Positive start to 2H23 with momentum continuing across key metrics − 6.8% network sales, 11.8% SSS growth, 12.0% CC growth1. − QSR performance remains strong vs. pre-COVID period (Crust 15.3% SSS, 10.4% CC and Pizza Cap
Slide 8: Strong group wide results continue & turnaround progressed via ACCC resolution
Strong group wide results continue & turnaround progressed via ACCC resolution ✓ ‘Franchisee first’ approach has resulted in significantly improved network health − Net 1H23 domestic store decline of 9 (excluding vans & trial outlets)1. − 1H23 net international store growth of +8 (excluding vans) &
Slide 9: RFG performance highlights
RFG performance highlights … growth vs pre-COVID performance and recent ACCC Strong 1H23 underlying results… settlement continue to support a step shift in RFG’s turnaround journey. 47.4% 39.1% Expect FY23 Underlying EBITDA to be at the mid to upper end of the guidance range ($26.0m – $29.0m)4 Group
Slide 10: RFG performance highlights
RFG performance highlights Strong group wide results delivering growth on PCP and …translating to a positive start to 2H23 in the face of pre-COVID periods demonstrates brand consistency and challenging macroeconomic conditions. resilience… Coffee centric brands were stand out performers in 1H23… •
Slide 11: 'Franchisee First' philosophy
Strategic highlights underpinning a positive start to FY23 01 02 03 Proactively resolving Optimising core business ‘Franchisee First’ philosophy remaining legacy issues improving network health Resolution of ACCC Leverage corporate store portfolio All brand systems experienced proceedings. and exper
Slide 12: Reset and strengthen balance sheet and capitalise on growth opportunities
Reset and strengthen balance sheet and capitalise on growth opportunities RFG is seeking to achieve the 01 Reset and strengthen balance sheet following objectives… 02 Pursue core business and inorganic growth opportunities Sources and uses Sources Placement $24.9m1 SPP $2.5m1 New Debt Facility $20.0
Slide 13: Reset and strengthen balance sheet
01 Reset and strengthen balance sheet Funding uses Objectives $37.7m Current facility is no longer fit-for-purpose • Existing facility is amortising at $10m/year. • Limits RFG’s capacity to reinvest operating profits into strategic Comprising of: growth objectives. Repay and extinguish $34.0m existi
Slide 14: Pursue core business and inorganic growth opportunities
02 Pursue core business and inorganic growth opportunities Funding uses Objectives Core business growth opportunities $17.0m1 RFG is seeking to capitalise on the recent tailwinds of its underlying brands to grow the core business through “capital light” growth opportunities. For some time, the unkno
Slide 15: Equity capital raise summary
Equity capital raise summary 2 Structure • RFG is pleased to announce an equity raising of approximately $27.4 million of new fully paid ordinary shares in the Company (‘New Shares’) via a placement to sophisticated and professional investors (‘Placement’) and a share purchase plan (‘SPP’) (collecti
Slide 16: New Debt Facility: Key terms
New Debt Facility: Key terms Structure • Washington H. Soul Pattinson Limited (ASX:SOL). Lender • WHSP continues to be a supportive shareholder of RFG and is participating in the Placement. WHSP had a 7.9% shareholding in the Company prior to the Transaction. Following its participation in the Place
Slide 17: Offer timetable
Offer timetable 2 Indicative Timetable Trading halt Wednesday, 1 March 2023 Record Date for eligibility to participate in SPP 7:00PM AEDT, Thursday, 2 March 2023 Trading halt lifted and announcement of successful Placement and SPP Friday, 3 March 2023 Settlement of Placement Shares Wednesday, 8 Marc
Slide 18: Balance sheet impact of the capital raise
Balance sheet impact of the capital raise Page 18
Slide 19: Pro forma balance sheet: December 2022
Pro forma balance sheet: 30 December 2022 Repay and Debt Pro forma Balance Sheet Dec-22 ACCC Restricted Unrestricted Transaction Transaction extinguish Growth repayment balance $’m Actual Resolution cash cash proceeds1 costs2 existing opportunities3 (Feb-23) sheet facilities A B C D D E F Cash reser
Slide 20: Key risks
Key risks Page 20
Slide 21: Key risks
Key risks This section discusses some of the key specific and general risks that Shareholders may be exposed to by making an investment in RFG Shares. The risks set out below are not listed in order of importance and do not constitute an exhaustive list of all risks involved with an investment in RF
Slide 22: Key risks (continued)
Key risks (continued) Risk Description Potential and RFG may from time to time be involved in legal proceedings with a variety of parties, including franchisees, shareholders, landlords or employees. Litigation is costly and time consuming and consumes existing litigation board and management time a
Slide 23: Key risks (continued)
Key risks (continued) Risk Description Supply Chain RFG’s wholesale coffee business and the stores within RFG’s network are reliant on designated suppliers for ingredients and other products utilised in that business or those stores. Any disruption to the supply chain (including restrictions or dela
Slide 24: Key risks (continued)
Key risks (continued) Risk Description Pandemic risk The financial and operating performance and financial position of RFG and its franchisees and master franchisees could be materially impacted by the emergence of a pandemic and government, (including COVID- central bank, regulatory and consumer re
Slide 25: Key risks (continued)
Key risks (continued) Risk Description Data Security and The Group relies on IT infrastructure, systems and processes to support ongoing business operations and growth. These systems may be vulnerable to certain threats, including hacking, data IT System breaches, human error and electrical, hardwar
Slide 26: Key risks (continued)
Key risks (continued) Risk Description Future Dividends No assurances can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by RFG will be at the discretion of the directors and will dependent & Franking Credits upon the availability of pro
Slide 27: Key risks (continued)
Key risks (continued) General risk factors outside the Company’s control which may have a significant impact on the future performance of the Company include, but are not limited to the following: a) economic conditions in Australia and internationally; b) major structural issues affecting many deve
Slide 28: International offer restrictions
International offer restrictions Page 28
Slide 29: International offer restrictions
International offer restrictions Jurisdiction Canada (British This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the “Provinces”), only to persons to whom New Shares may be lawfully distributed Columbia, Ontario in the Provinces, and on
Slide 30: International offer restrictions (continued)
International offer restrictions (continued) Jurisdiction New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”). The New Shares are not being offered or sold in New Zealand (or al
Slide 31: Appendix
Appendix Page 31
Slide 32: Glossary
Glossary ATV Average Transaction Value AWS Average Weekly Sale BCD Bakery/Café Division: Donut King; Michel’s Patisserie; Brumby’s Bakery CC Customer Count COGS Cost of Goods Sold CRD Coffee Retail Division: Gloria Jean’s; Cafe2U; The Coffee Guy; It’s A Grind; Esquires Coffee Coffee Coffee Division:
Slide 33: Retail Food Group
RETAIL FOOD GROUP
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